Sec Form 13G Filing - Insight Venture Partners VII L.P. filing for SMARTSHEET INC (SMAR) - 2020-02-11

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),

(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

(Amendment No. 1)*

SMARTSHEET INC.

(Name of Issuer)

CLASS A COMMON STOCK, NO PAR VALUE PER SHARE

(Title of Class of Securities)

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

◻ Rule 13d-1(b)

◻ Rule 13d-1(c)

⌧ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Smartsheet Inc. (the “Issuer”)

10500 NE 8th Street, Suite 1300, Bellevue, WA

This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Insight Venture Partners VII, L.P., a Cayman Islands exempted limited partnership (“IVP VII”), (ii) Insight Venture Partners (Cayman) VII, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman VII”), (iii) Insight Venture Partners (Delaware) VII, L.P., a Delaware limited partnership (“IVP Delaware VII”), (iv) Insight Venture Partners VII (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors VII” and, together with IVP VII, IVP Cayman VII and IVP Delaware VII, the “IVP VII Funds”), (v) Insight Venture Associates VII, L.P., a Delaware limited partnership (“IVA VII”), (vi) Insight Venture Associates VII, Ltd., a Cayman Islands exempted limited company (“IVA VII Ltd”), (vii) Insight Venture Partners Coinvestment Fund II, L.P., a Delaware limited partnership (“IVP Coinvestment II”), (viii) Insight Venture Associates Coinvestment II, L.P., a Delaware limited partnership (“IVA Coinvestment II”), and (ix) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).

The general partner of each of the IVP VII Funds is IVA VII, whose general partner is IVA VII Ltd. The general partner of IVP Coinvestment II is IVA Coinvestment II. The sole shareholder of IVA VII Ltd and IVA Coinvestment II is Holdings.

The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.

See Item 2(a).

Class A common stock, no par value per share (“Class A Common Stock”).

83200N103

Item 3.	If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
	(a)	◻	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	◻	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	◻	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	◻	Investment company registered under Section 8 of the Investment Company Act.
	(e)	◻	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	◻	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	◻	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	◻	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	◻	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	◻	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Each share of the Issuer's shares of Class B common stock, no par value (“Class B Common Stock”), will convert into 1 share of the Issuer's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer which occurs after the closing of the Issuer's IPO, except for certain permitted transfers, or (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than a majority of the outstanding shares of Class B Common Stock, (y) seven years from the effective date of the IPO and (z) the date that the total number of shares of outstanding Class B Common Stock ceases to represent at least 15% of all outstanding shares of the Issuer's common stock.

Yes. As of the date hereof, the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Class A Common Stock.

Not applicable.

Not applicable.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2020

	INSIGHT HOLDINGS GROUP, LLC
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Attorney-in-Fact
	INSIGHT VENTURE PARTNERS VII, L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President

	INSIGHT VENTURE ASSOCIATES VII, L.P.
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE ASSOCIATES VII, LTD.
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P.
	By:	Insight Venture Associates Coinvestment II, L.P.,
		its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P.
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Authorized Officer